Last updated: May 29th, 2019
Welcome to the Spiker Solutions. This Application consists of a freemium model to access and use the Spiker Solution’s service (the "Service") through the website Spiker.ca and/or related websites or applications (collectively, the "Site") for a limited period of time, as we specify on the Site; provided, however, that optional add-on features may incur a charge during the Trial.- By registering for or using an account for the Service ("Account"), you (1) agree to the following terms and conditions of this service agreement (the "Service Agreement") on behalf of yourself and the company or organization identified as the Account holder during the registration for the Service (a "Registrant"), (2)represent and warrant that you are authorized to accept this Service Agreement on behalf of the Registrant, and (3) agree that such Registrant will be responsible for the acts and omissions of any individual users who register for or use the Account. Further, by agreeing to the Service Agreement, you also agree to the Spiker.ca Website Terms If you do not agree to the following Service Agreement, do not use the Service.
Spiker Solutions Inc. ("Spiker") reserves the right to modify or replace this Service Agreement at any time and in Spiker's sole discretion. Spiker will indicate at the top of this Service Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version on the Site (or such later effective date as may be indicated at the top of the revised Service Agreement). Your continued use of the Service following the posting of any changes to this Service Agreement will constitute your acceptance of such changes. If you do not agree to the changes, you must stop using the Service. In addition, Spiker may provide other methods by which you may accept this Service Agreement or changes to this Service Agreement.
2. Registration; Account Security. Account registration is required to use the Service. Spiker reserves the right to refuse registration, or to refuse or limit access to the Service or any features, to anyone in its sole discretion. You will provide accurate, current and complete information (including about Registrant and Registrant's users) in any registration or other Account-related forms on the Site ("Registrant Information") and agree to maintain the security of your username(s) and password(s). You will maintain and promptly update the Registrant Information to keep it accurate, current and complete. YOU UNDERSTAND THAT ANY PERSON WITH YOUR USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS YOUR ACCOUNT (INCLUDING REGISTRANT INFORMATION, EXPENSE REPORT DATA, TRANSACTION INFORMATION, AND OTHER USER DATA (COLLECTIVELY, "CONTENT") YOU OR OTHERS HAVE PROVIDED TO SPIKER). YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT BASED ON THE SHARING OR LOSS OF A USERNAME AND PASSWORD. You will promptly notify Spiker if you discover or otherwise suspect any security breaches related to the Site, including any unauthorized use or disclosure of a username or password.
3. Grant of Rights; Ownership; Use Restrictions.
3.1 Grant of Rights. Subject to the terms of this Service Agreement: (a) Spiker hereby grants Registrant a non-exclusive, non-transferable, worldwide right during the term of the Service Agreement to access and use the Service solely for Registrant's internal business or commercial purposes as contemplated by this Service Agreement; and (b) Registrant hereby grants Spiker a non-exclusive, worldwide right (i) to use all Content as necessary to provide the Service, and (ii) to create aggregated or redacted forms of Content that do not identify Registrant or any users of an Account ("Aggregated Content") for Spiker's business purposes.
3.2 Restrictions. Except as expressly permitted under this Service Agreement, Registrant shall not directly or indirectly do any of the following: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any Spiker Property or any rights under the Service Agreement, including without limitation any access or use of any Spiker Property on a service bureau basis or for any Registrant processing services beyond the scope specified in this Agreement (such as for any third parties on a rental or sharing basis); (b) introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Service; (c) copy, modify, or prepare derivative works based on Spiker Property; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from any Spiker Property; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Spiker Property.
4.1 Fees. The fee ("Fee") for any optional add-on feature ("Optional Add-on Feature") are described on the Site and may be changed by Spiker at any time by posting a revised description of the Fee on the Site. Any increase in the Fee posted on the Site will take effect at such date as may be specified on the Site. Your continued use of the Optional Add-on Feature following the posting of any changes to the Fee for such Optional Add-on Feature on the Site will constitute your acceptance of such change. If you do not agree to the change, you must stop using and de-register, if applicable, such Optional Add-on Feature.
4.2 Payment. By registering for an Optional Add-on Feature, Registrant agrees to pay the then-current fees applicable for Registrant's usage of such Optional Add-on Feature in connection with the Service, and authorizes Spiker (or its designated payment processor) to charge Registrant's for such Fee using the applicable payment method for such Fee.
4.3 Refunds. All Fees paid to Spiker are nonrefundable. 4.4 Billing Inquiries. Registrant may contact Spiker regarding billing or other questions by calling the Spiker Solutions client service center at the telephone number on the Site, or by visiting the "Contact Us" web page on the Site
5. Warranties and Limitations.
5.1 Warranty. Registrant each hereby represents, warrants, and covenants to Spiker that: (a) it has the authority to enter into this Service Agreement, to grant the rights granted by it under this Service Agreement, and to perform its obligations under this Service Agreement; (b) it will comply with all applicable laws and regulations that may be in effect during the term of this Service Agreement as they apply to Registrant's obligations under this Service Agreement; and (c) the Content, and the use thereof by Spiker, does not and will not infringe, or constitute an infringement or misappropriation of, any intellectual property rights, privacy rights or other proprietary rights of a third party or breach the terms of any agreement with a third party.
5.2 Disclaimer of Warranties. THE SERVICE AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. SPIKER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE OR ANY OTHER ITEMS OR SERVICES OR THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE COVERED BY OR FURNISHED UNDER THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (a) OF MERCHANTABILITY, (b) OF FITNESS FOR A PARTICULAR PURPOSE, OR (c) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SPIKER DOES NOT WARRANT THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
5.3 Limitation of Liability. IN NO EVENT WILL SPIKER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS SERVICE AGREEMENT, THE SERVICES, AND ANY THIRD PARTY SERVICES ACCESSED THROUGH THE SERVICE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF CONCUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 By Registrant. Registrant shall indemnify and hold harmless Spiker and its parent and affiliate companies, and their directors, officers, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by any third party to the extent: (a) alleging that the Content, or Registrant's use of the Service (if in violation of the terms of this Service Agreement), infringes upon any patent, copyright, trademark, privacy, trade secret, or other proprietary right of, or otherwise harms, any third party or breaches a contract with any third party; or (b) resulting from the failure of Registrant to comply with its obligations under this Service Agreement or from the acts or omissions of Registrant or its employees, agents, Account users, and affiliates, and each of the successors and assigns of the above persons or entities. 6.2 Defense; Procedure. For any indemnifiable claim described in this Section 6, at Spiker's election upon notice to Registrant, Registrant shall, at its expense, defend any such claim, provided that, if any settlement requires any obligation of an indemnified party, then such settlement shall require Spiker's prior written consent. Spiker may assume exclusive control over the defense of any such claim at any time by not electing to have Registrant assume responsibility for such defense or, if such election has been made, by giving notice to Registrant of Spiker's resumption of exclusive control over such defense. If any compromise or settlement is made with respect to such claim, Registrant shall pay all amounts in settlement of such claim.
7. Data Security. Spiker will use reasonable efforts to establish and maintain safeguards to protect the security and integrity of the Service and protect against the accidental or unauthorized access, use, alteration or disclosure of the Content. Except with your consent or as otherwise permitted under Section 3.1(b) of this Service Agreement, Spiker will not use the Content other than to provide the Service
8. Term and Termination
8.1 Term. The term of this Service Agreement will commence when you register for an Account and will continue until termination of such account.